Richard Cohen: An offer corporations can’t refuse

He is at his desk. Facing him are members of his organization. Michael rises and dims the lights. He starts a PowerPoint display showing the various Mafia families. The chieftains and button men are puzzled, but they say nothing. Michael turns the lights back on. It is clear he is about to say something important.

Michael: “We’re gonna incorporate.”

The capos are shocked. They all start talking at once. “Michael, Michael, what would your old man say?”

Michael: “The Godfather is dead. So is his way of doing business. Hyman Roth showed me what we should do. We turn the Corleone family into Corleone Enterprises Ltd. We list it on the stock exchange along with the other criminals. We do what we have always done, but if we get caught, nobody goes to jail. We pay a fine and say we’re sorry.”

“Michael, Michael,” Luca Brasi says. “It is not possible. You do the crime, you do the time.”

Michael is patient. “The French bank BNP Paribas admitted it broke the law. It copped a plea. It said it helped Iran avoid sanctions. Iran is our mortal enemy and a country the Corleone family has no sympathy for. The bank helped our enemy and he who helps our enemy is also our enemy. So what happened? Tell ’em, Hyman.”

Hyman says, “They paid a fine, nearly $9 billion. A piffle for them. But it was treated like the corporation acted on its own. Nobody was in charge. Nobody benefited. A corporation is the perfect crime family.”

Michael says, “Tell ’em about Credit Suisse.”

“It pleaded guilty to tax evasion,” Hyman says. “Tax evasion! But no one went to jail. It paid Uncle Sam almost $2.6 billion and went on its way. Al Capone of blessed memory got 11 years for tax evasion. Why? Because even though he controlled all the rackets in Chicago and had politicians and judges in his pocket, he was not incorporated.”

Michael says, “Corporations don’t go to jail. And neither do the people who run the corporations. Banks have paid a fortune in penalties for cheating and lying and selling junk and ruining people’s lives, and nobody goes to jail.”

Fredo says, “Being a corporation is never having to say you’re sorry.”

“We’re going to buy a business in Switzerland. When we have control of it, we become a Swiss corporation and pay taxes there, where they are lower. This is called an inversion and is something Walgreens says it is now considering. It got tax breaks in Illinois and tax credits and training money, and it don’t matter. It still might go to Switzerland, where the weather, if you ask me, is lousy.”

Fredo interjects. “But we’re an Italian family.”

Luca Brasi: “Sicilian!”

Michael signals for quiet. “Globalization means you don’t belong to any country. You have allegiances to no one except your own family or, as it happens, the corporation. Pfizer tried to buy AstraZeneca so it could move to England. But they stupidly made an offer that AstraZeneca could refuse – and it did.

“Many companies are doing this and no one says nothing about loyalty to the country or anything like that. Corporations can do anything they want. We will do the same. We will move where the taxes are lowest, and we will never speak of this matter outside of the company. We will use our people in the media who are on our payroll to say that we are studying many options to maximize stockholder value. You, Fredo, will go on CNBC and not wear a tie so you look cool. All of you, remember that phrase and use it often: Maximize stockholder value.”

“Michael, Michael,” Luca Brasi says. “What does it mean?”

“Nothing, everything, anything you want,” Michael says. He pauses. “I am no longer Capo di tutti capi. I am the CEO. Tom Hagen is no longer consigliere. He’s the general counsel. All we do is change the titles, but not who we are. We’re still criminals.”

“Like others on Wall Street, this is the business we’ve chosen,” Hyman Roth says.

Cohen writes for The Washington Post. Contact him at cohenr@washpost.com.